Sprague Resources LP (Sprague) completed its indirect acquisition of all of the equity interests in Kildair Service Ltd. (Kildair) through the acquisition from Sprague International Properties LLC (the Vendor), of the equity interests of Kildair’s parent, Sprague Canadian Properties LLC. The total consideration was of US$175 million, of which US$10 million consisted of privately placed common units of Sprague, and included retirement of third party and related party debt.
Kildair owns a major terminal in Sorel-Tracy, Quebec, on the St. Lawrence River where it maintains 3.2 million barrels of residual fuel, asphalt, and crude oil storage. The company’s primary businesses include marketing of residual fuel both locally and for export, marketing of asphalt including polymer modified grades, and crude-by-rail handling services.
The Sprague team was led internally by Paul Scoff, Vice President, General Counsel and Chief Compliance Officer, Susan Trahan, Senior Legal Counsel, and Carrie Kane, Compliance Manager. Sprague was represented by Osler, Hoskin & Harcourt LLP, with a team led by Eric Levy (M&A) and Manon Thivierge (tax) and including Antonella Penta, Alexandre Martin and Ziyi Shi (M&A); Étienne Massicotte and Mikulas Arendas (financing); Patrick Marley (tax); and Sylvain Lussier (administrative). The independent committee of Sprague was represented by Richards, Layton & Finger, P.A., with a team consisting of Srini Raju and Gregory Ladner (corporate) and Mark Kurtz (commercial transactions). Trevor Scott from Farris, Vaughan Wills & Murphy LLP and Marie-Claude Bellemare from Borden Ladner Gervais LLP also assisted on corporate and environmental matters, respectively.
The Vendor was represented by Vinson & Elkins LLP, with a team consisting of Michael Swidler (M&A) and Michael McKay (M&A/financing) and Price Manford and Lina Dimachkieh (tax).